Berry Petroleum to Acquire Uinta Basin Properties

Berry Petroleum has entered into a Purchase and Sale Agreement with Williams Production RMT Company, a unit of Williams, to acquire its Brundage Canyon, Utah, properties in the Uinta Basin for approximately $49 million. The Brundage Canyon properties, located in northeastern Utah, consist of approximately 43,500 net acres, and are currently producing approximately 2,200 net BOE per day of light crude oil and natural gas. Berry estimates the proved reserves at 8.6 million BOE (75% light oil and 25% natural gas).

Jerry V. Hoffman, Chairman, President and Chief Executive Officer, stated, "This acquisition will establish an operating position for Berry in the Rockies, which meets one of our 2003 stated goals, and provides the Company with geographic and reserve diversification. The Brundage Canyon property has considerable upside potential. Our technical personnel have identified numerous additional drilling locations and we may drill up to 26 wells in 2003, depending upon the timing of our close with Williams. Our objective is to build a sizeable portfolio of assets outside of California and to diversify our heavy oil asset base. We believe the Uinta Basin and the surrounding area offers Berry numerous opportunities to achieve this goal through additional acquisitions and/or through the drill bit."

The effective date of the transaction is April 1, 2003. The completion of the transaction is subject to certain conditions and there is no assurance that all such conditions will be satisfied. Closing is expected in the third quarter of 2003.